Annual Report — Form 10-K Filing Table of Contents
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1: 10-K Bp Prudhoe Bay 10-K HTML 306K
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 240K
3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 131K
4: EX-4.3 Instrument Defining the Rights of Security Holders HTML 59K
5: EX-4.4 Instrument Defining the Rights of Security Holders HTML 34K
6: EX-31 Certification per Sarbanes-Oxley Act (Section 302) HTML 12K
7: EX-32 Certification per Sarbanes-Oxley Act (Section 906) HTML 9K
EX-4.3 — Instrument Defining the Rights of Security Holders
RECORD THIS INSTRUMENT IN THE BARROW RECORDING DISTRICT.
THE STANDARD OIL COMPANY is known in Alaska as SOCO INC.; please index both of
these names in the Grantor Index. BP PRUDHOE BAY ROYALTY TRUST should be indexed
in the Grantee Index.
THE LANDS AFFECTED BY THIS INSTRUMENT ARE DESCRIBED IN EXHIBIT A ATTACHED HERETO.
ADDRESSES OF THE PARTIES TO THIS INSTRUMENT ARE SET FORTH IN SECTION 4.2 OF THIS INSTRUMENT.
THIS CONVEYANCE, dated the 28th day of February, 1989, between The Standard
Oil Company, an Ohio corporation known in Alaska as SOCO INC. (Grantor) and the
BP Prudhoe Bay Royalty Trust, a business trust under the Delaware Trust Act
administered under the terms of the BP Prudhoe Bay Royalty Trust Agreement among
The Standard Oil Company, BP Exploration (Alaska) Inc., The Bank of New York,
Trustee, and F. James Hutchinson, Co-trustee (Grantee).
WITNESSETH:
WHEREAS, Grantor is the owner of a certain Royalty Interest covering
certain lands and leases situated in the Prudhoe Bay area of the State of Alaska
more fully described in Exhibit A to this Conveyance; and
WHEREAS, Grantor desires to transfer and convey the Royalty Interest unto
Grantee as of the Effective Date herein provided; and
WHEREAS, Grantee desires to accept the Royalty Interest as of the Effective
Date herein provided;
NOW, THEREFORE, in consideration of the premises and the mutual promises
and agreements herein contained, the parties hereto agree as follows:
SECTION ONE
DEFINITIONS
For the purposes of this Conveyance, the following words, terms and phrases
shall have the following meanings:
Conveyance shall mean this Trust Conveyance.
Effective Date shall mean 12:01 o’clock A.M. Alaska Time Zone on February
28, 1989.
Grantee shall mean the BP Prudhoe Bay Royalty Trust while it owns all or
any part of or interest in the Royalty Interest and any other Person or Persons
who acquire legal title to all or any part of or interest in the Royalty
Interest.
Grantor shall mean The Standard Oil Company, an Ohio corporation known in
Alaska as SOCO Inc.
Leases shall have the meaning stated in the Overriding Royalty Conveyance.
Overriding Royalty Conveyance Grantee shall have the same meaning as the
definition of “Grantee” set forth in the Overriding Royalty Conveyance.
Overriding Royalty Conveyance Grantor shall have the same meaning as the
definition of “Grantor” set forth in the Overriding Royalty Conveyance.
Overriding Royalty Conveyance shall mean that certain Overriding Royalty
Conveyance dated February 27, 1989, executed and delivered by BP Exploration
(Alaska) Inc., as Grantor, and The Standard Oil Company, as Grantee, covering
certain lands and leases situated in the Prudhoe Bay area of the State of Alaska
more particularly described in Exhibit A to the Overriding Royalty Conveyance. A
copy of the Overriding Royalty Conveyance is attached hereto as Exhibit B. The
Overriding Royalty Conveyance is recorded in Book 54, Pages 469-495, Barrow
Recording District.
Person shall mean an individual, corporation, partnership, trust, estate or
other entity, organization or association.
Royalty Interest shall mean the overriding royalty interest conveyed to
Overriding Royalty Conveyance Grantee by the Overriding Royalty Conveyance.
Subject Interests shall have the meaning stated in the Overriding Royalty
Conveyance.
SECTION TWO
CONVEYANCE
Grantor, for and in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration to it paid by Grantee, the receipt and
sufficiency of which are hereby acknowledged, by these presents does hereby
bargain, sell, grant, convey, transfer, assign, set over and deliver unto
Grantee, its successors and assigns the Royalty Interest and all rights and
benefits to which Overriding Royalty Conveyance Grantee is entitled under or
pursuant to the Overriding Royalty Conveyance (including, without limitation,
the rights and benefits arising out of the covenants, representations,
warranties and indemnities made by Overriding Royalty Conveyance Grantor to or
for the benefit of Overriding Royalty Conveyance Grantee pursuant to the
Overriding Royalty Conveyance), to have and to hold forever.
SECTION THREE
COVENANTS AND WARRANTIES
Grantor hereby covenants and warrants that it is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Ohio, is qualified to transact business and is in good standing in the State of
Alaska, and is qualified with the Alaska Department of Natural Resources to hold
interests in state oil and gas leases; that it has the legal right and authority
to bargain, grant, sell, convey, transfer, assign, set over and deliver the
Royalty Interest to Grantee and that it has legal right and authority
2
to execute, deliver and perform this Conveyance; that the execution, delivery
and performance of this Conveyance by it (i) does not require the consent of any
other Person; (ii) does not require any action by or filing with any
governmental body, agency, or official that has not been accomplished, other
than the filings which may be required under the terms of the Leases and the
terms of the applicable statutes of the State of Alaska and the administrative
regulations of the Alaska Department of Natural Resources, which filings will be
promptly made by Grantor upon the execution of this Conveyance; and, (iii) will
not violate or conflict with any law, statute, regulation, agreement, judgment,
injunction, order, decree or other instrument to which Grantor is subject or is
party or by which Grantor or the Leases or the Subject Interests are bound; and
that this Conveyance is a valid and binding agreement of Grantor, enforceable
against Grantor in accordance with its terms. Grantor hereby binds itself and
its successors and assigns to forever defend the title to the Royalty Interest
unto Grantee and its successors and assigns against every Person claiming the
same or any part thereof by, through or under Grantor, but not otherwise. This
Conveyance is made with full substitution and subrogation of Grantee in and to
all covenants, representations and warranties by others heretofore given or made
in respect of the Leases or the Subject Interests.
SECTION FOUR
MISCELLANEOUS
Section 4.1 Further Assurances. Should any additional instruments of
assignment or conveyance be required to describe more specifically any interests
subject hereto, or to vest in Grantee the benefit of all covenants,
representations, warranties and indemnities by others heretofore given or made
in respect of the Royalty Interest or the Leases or the Subject Interests
(including, without limitation, those made by Overriding Royalty Conveyance
Grantor to or for the benefit of Overriding Royalty Conveyance Grantee pursuant
to the Overriding Royalty Conveyance), Grantor agrees to execute and deliver the
same. Also, if any other or additional instruments are required in connection
with the transfer of the Royalty Interest to comply with applicable law or
regulations, Grantor will execute and deliver the same.
Section 4.2 Notices. Any notice, request, demand, report, statement or
other instrument which may be required or permitted to be given to any party
hereto or other Person succeeding to any interest of a party hereto shall be
deemed sufficiently given if in writing and delivered to such party or Person or
to an officer of such party or Person or deposited in the United States mail in
a sealed envelope, first class mail, with postage prepaid, addressed to such
party or Person at its or his address stated in this Conveyance, or at such
other address as the party or Person to be addressed shall have designated by
written notice to each other party or Person. Each party’s proper address shall
be deemed to be that set forth herein below until such party gives to the other
party, in the manner above prescribed, notice of a new address, after which such
address shall be deemed the proper address until changed in like manner. Notice
shall be deemed given when actually received by the party or Person to which
such notice was intended.
Section 4.3 Binding Effect. This Conveyance and all of the rights and
obligations hereunder shall bind and inure to the benefit of the successors and
assigns of Grantor and Grantee.
Section 4.4 Headings for Convenience. The headings used in this Conveyance
are inserted for convenience only and shall be disregarded in construing this
Conveyance.
Section 4.5 Counterparts. This Conveyance may be executed in several
original counterparts. Each such counterpart shall for all purposes be deemed an
original, and all such counterparts shall constitute but one and the same
Conveyance.
Section 4.6 Governing Law. The validity, effect and construction of this
Conveyance shall be governed by the laws of the State of Alaska.
4
IN WITNESS WHEREOF, the parties hereto have caused this Conveyance to be
duly executed as of the day and year first written.
Before me, a notary public, in and for said county, personally appeared
J.H. Ross and J.M. Cesarik, known to me to be the persons who, as Chairman and
Chief Executive Officer and Corporate Secretary, respectively, of The Standard
Oil Company, the corporation which executed the foregoing instrument, signed
the same, and acknowledged to me that they did so sign said instrument in the
name and upon behalf of said corporation as such officers, respectively; that
the same is their free act and deed as such officers, respectively, and the
free and corporate act and deed of said corporation; that they were duly
authorized thereunto by its board of directors; and that the seal affixed to
said instrument is the corporation seal of said corporation. In testimony
whereof, I have hereunto subscribed my name, and affixed my official seal, at
Cleveland, Ohio, this 15th day of February, 1989.
JoANN MOTUZA
Notary Public, State of Ohio
Recorded in Cuyahoga County
My Comm. Expires 9-14-92
STATE OF NEW YORK
)
) ss
COUNTY OF NEW YORK
)
Before me, a notary public, in and for said county, personally appeared
Walter N. Gitlin and David C. Sampson, known to me to be the persons who, as
Assistant Vice Presidents of The Bank of New York, the corporation which
executed the foregoing instrument, signed the same, and acknowledged to me
that they did so sign said instrument in the name and upon behalf of said
corporation as such officers; that the same is their free act and deed as such
officers, and the free and corporate act and deed of said corporation; that
they were duly authorized thereunto by its board of directors; and that the
seal affixed to said instrument is the corporation seal of said corporation.
In testimony whereof, I have hereunto subscribed my name, and affixed my
official seal, at New York, New York this 23rd day of February, 1989.
VIRGINIA BARAZOTTI
Notary Public, State of New York
No. 42-4734842
Qualified in Queens County
Certificate filed in New York County
Commission Expires Nov. 30, 1989
5
EXHIBIT A
TRUST CONVEYANCE
STATE OF ALASKA
ORCG’s
Recorded
PBU
Lease
Lands
Working
Book/
Tract
Serial No.
Description
Interest*
Page**
16
ADL-25637
Secs. 13,24
50
%
42/609
T12N-R10E, UM
47
ADL-28260
Secs. 1,2,11,12
100
%***
52/40
T11N-R13E, UM
25
ADL-28277
Secs. 26,35,36
100
%***
52/44
T12N-R13E, UM
24
ADL-28278
Secs. 27,28,33,34
100
%***
52/50
T12N-R13E, UM
23
ADL-28279
Secs. 29,30,31,32
100
%***
52/56
T12N-R13E, UM
44
ADL-28280
Secs. 1,2,11,12
100
%***
52/62
T11N-R13E, UM
45
ADL-28281
Secs. 3,4,9,10
100
%***
52/68
T11N-R13E, UM
46
ADL-28282
Secs. 5,6,7,8
100
%***
52/74
T11N-R13E, UM
57
ADL-28283
Secs. 17,18,19,20
100
%***
52/80
T11N-R13E, UM
58
ADL-28284
Secs. 15,16,21,22
100
%***
52/86
T11N-R13E, UM
59
ADL-28285
Secs. 13,14,23,24
100
%***
52/92
T11N-R13E, UM
76
ADL-28286
Secs. 25,26,35,36
100
%***
52/98
T11N-R13E, UM
29/178
77
ADL-28287
Secs. 27,28,33,34
100
%***
47/235
T11N-R13E, UM
60
ADL-28305
Secs. 17,18,19,20
100
%***
47/223
T11N-R14E, UM
ORCG’s
Recorded
PBU
Lease
Lands
Working
Book/
Tract
Serial No.
Description
Interest*
Page**
74
ADL-28309
Secs. 27,28,33,34
100
%***
42/336
T11N-R14E, UM
75
ADL-28310
Secs. 29,30,31,32
100
%***
47/241
T11N-R14E, UM
90
ADL-28311
Secs. 1,2,11,12
100
%***
47/229
T10N-R14E, UM
89
ADL-28312
Secs. 3,4,9,10
100
%***
52/104
T10N-R14E, UM
101
ADL-28315
Secs. 13,14,23,24
100
%***
52/110
T10N-R14E, UM
38
ADL-28320
Secs. 1,2,11,12
100
%***
47/199
T11N-R15E, UM
100
ADL-28330
Secs. 17,18,19,20
100
%***
52/116
T10N-R15E, UM
99
ADL-28331
Secs. 15,16,21,22
100
%***
52/122
T10N-R15E, UM
110
ADL-28333
Secs. 25,26,35,36
100
%***
42/341
T10N-R15E, UM
108
ADL-28335
Secs. 29,30,31,32
100
%***
52/128
T10N-R15E, UM
66
ADL-28339
Secs. 17,18,19
100
%***
47/193
T11N-R16E, UM
69
ADL-28343
Secs. 30,31,32
100
%***
42/356
T11N-R16E, UM
111
ADL-28349
Secs. 29,30,31
100
%***
42/370
T10N-R16E, UM
31
ADL-34630
Secs. 25,26,35,36
100
%***
47/205
T12N-R15E, UM
*
“OCRG” means Overriding Royalty Conveyance Grantor.
**
All book and page references are to the lease records of the Noatak-Kobuk
Recording District, except: (i) Lease ADL 25637 is recorded in the Miscellaneous
Records of the Fairbanks Recording District; and (iii) [sic] Lease ADL 28286 is
recorded both in the Lease Records of the Noatak-Kobuk
Recording District (Book 52/page 98) and the Lease Records of the Fairbanks
Recording District (Book 29/page 178).
***
The interest of BP Exploration (Alaska) Inc. in these leases is subject to
the “Net Profits Royalty Interest” (excluding the “Lower Lower Net Profits
Royalty Interest”)(as said terms are defined in the Overriding Royalty
Conveyance).